Employee Matters and Employee Benefit Plans. (a) In general, on and after the Effective Time, the Surviving Corporation shall provide the Hanover Employees who continue employment with the Surviving Corporation with employee benefits (excluding equity-based programs) that are substantially comparable, in the aggregate, to the employee benefits provided to Spinco Employees (of similar position or job category) under the Spinco Benefit Plans after the Effective Time; provided, however, that nothing herein will prevent the amendment or termination of any specific plan, program or arrangement, or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to comply with applicable Law. Notwithstanding the foregoing, nothing contained herein shall be construed as requiring, and Hanover shall take no action that would have the effect of requiring, the Surviving Corporation or any Affiliate to continue any specific employee benefit plan. Neither the Surviving Corporation nor any of its Affiliates shall be obligated, however, to continue to employ any Hanover Employees for any specific period of time following the Effective Time, subject to applicable Law.
Employee Matters and Employee Benefit Plans. (a) Purchaser 2 acknowledges and agrees that the Companies and their ERISA Affiliates shall be solely responsible for all liabilities arising out of or related to any Plans (including, without limitation, liabilities attributable to periods prior to the Closing); provided, however, that ARCap shall be solely responsible to pay the Phantom Unit Amount, and in connection therewith (i) ARCap Sellers jointly, but not severally, hereby assume the obligation of ARCap set forth in the foregoing clause (i), jointly agree to pay to ARCap, at the Closing, the Phantom Unit Amount in satisfaction of such assumption and direct Sellers Representative to pay to ARCap REIT, upon receipt of such funds from Purchaser 2, the full Phantom Unit Amount, (ii) ARCap and ARCap REIT represent, warrant and agree that payment of the Phantom Unit Amount to the participants under the Phantom Unit Plans shall be satisfied by payment by ARCap REIT at Closing of (Y) the Phantom Unit Amount (less the Phantom Escrow Cash) to such participants and (Z) the Phantom Escrow Cash to the Escrow Agent, in accordance with Sections 2.3(a)(vii) and 2.3(a)(viii), respectively, and (iii) ARCap REIT shall terminate, as of the Closing Date, the Phantom Unit Plans so that after payment by ARCap REIT of the Phantom Unit Amount, the Phantom Unit Plans and the interests of the participants thereunder have no further legal force and effect from and after the Closing (other than with respect to such participants' residual interest in the Phantom Escrow Cash).
Employee Matters and Employee Benefit Plans. (a) As of the date of this Agreement, the Company employs the respective number of full-time employees and part-time employees and engages the number of consultants and independent contractors set forth on Section 2.14(a) of the Disclosure Schedules. Section 2.14(a) of the Disclosure Schedules sets forth with respect to each such Employee (identifying them as an officer, director, employee or consultant/independent contractor) the following: a description of all compensation, including salary or fees, bonus, severance obligations, profit sharing, incentive plan, phantom equity Contract or plan and deferred compensation paid or payable for each Employee of the Company; the work location; date of hire or engagement; leave of absence status and estimated return to work date, if known; amount of accrued but unused paid time off; and, with respect to its employees, whether such employee is classified as exempt or non-exempt under the Fair Labor Standards Act (“FLSA”) or other applicable Law. Except as disclosed on Section 2.14(a) of the Disclosure Schedules, no current, or former, consultant or independent contractor has a basis for a claim or any other allegation with respect to (i) the classification or misclassification thereof as a consultant or as an independent contractor or (ii) any other matter arising from or related to the contractual relationship between the Company and such consultant or independent contractor, including, but not limited to, wage and hour claims.
Employee Matters and Employee Benefit Plans. (a) No CT Employee Plan assets or liabilities will be transferred to Purchaser or its Affiliates; rather, all such CT Employee Plan assets and liabilities shall be retained by CT and its Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity.
Employee Matters and Employee Benefit Plans. (a) No Employee Plan assets or liabilities will be transferred to Purchaser or its Affiliates; rather, all such Employee Plan assets and liabilities shall be retained by the Sellers and their Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity. The Sellers acknowledge and agree that the Sellers and their Subsidiaries and ERISA Affiliates, other than any Acquired Entity and any Fund Entity, shall be solely responsible for all liabilities arising out of or related to any Employee Plans (including liabilities attributable to periods prior to the Closing) and that Purchaser and its Affiliates shall not be responsible for any liabilities arising out of or relating to any Employee Plans (including liabilities attributable to periods after the Closing).
Employee Matters and Employee Benefit Plans. (a) Schedule 2.14(a) of the Disclosure Schedules contains a true, accurate and complete list as of the date of this Agreement of all current Employees and officers of the Company and its Affiliates and Contingent Workers (including but not limited to those engaged through a PEO) and for each of them, their (i) name (redacted if required by applicable law), (ii) status as fulltime or part-time; (iii) job position or title; (iv) work location (listed by city, state and country) and the name of the employing or engaging entity (including the name of the PEO if engaged through the PEO); (v) commencement date of employment with the Company or its Affiliates or the PEO; (v) overtime classification (as exempt or non-exempt under state, federal or foreign overtime and wage and hour applicable Laws); (v) hourly rate of compensation or base annual salary or annualized fees (as applicable) and target commission, bonus or other incentive-based compensation eligibility (including vested and unvested equity interests) and the range of such bonus or other incentive based compensation; (viii) any other compensation or allowance; (ix) vacation or paid time off accrual rate and annual entitlement; (x) accrued but unused vacation or paid time off; (xi) average hours of work per week; (xii) any other benefit or entitlement not otherwise disclosed on Section 2.14(p) of the Disclosure Schedules (including, without limitation, sick leave entitlement and accrual); (xiii) any and all loans outstanding from the Company to such individual; and (xiv) any current leave of absence, including the nature of the leave of absence and anticipated return to work date.
Employee Matters and Employee Benefit Plans. (a) Schedule 3.17(a) of the Parent Disclosure Schedule sets forth the names, titles and compensation of all of the Business Employees as of September 2, 2008, including the names, current rate of compensation, employment status (i.e., active, disabled, on authorized leave and reason therefor), department, title or position, and whether full-time, part-time or per-diem.
Employee Matters and Employee Benefit Plans. (a) Seller has delivered to Template Acquisition I a true and complete list of all of the employees of Milestone, each such employee's title or capacity in which employed, and such employee's annual salary or wages, and a complete list and summary of Milestone's employee benefit plans including, without limitation, pension plans and any bonus compensation plans or policies. Milestone is not a party to any collective bargaining agreement or agreement with a workers' council (Betriebsrat) covering any of its employees.
Employee Matters and Employee Benefit Plans. (i) Each Benefit Plan has been maintained, administered and funded in all material respects, in accordance with its terms and all provisions of applicable Laws (including ERISA and the Code). Except as set forth on Section 5.1(g)(i) of the Seller Disclosure Schedules, none of Sellers or their ERISA Affiliates have, within the past six (6) years, incurred, and no event has occurred and no condition or circumstance exists that could result, directly or indirectly, in, any unsatisfied Liability (including, any indirect, contingent or secondary Liability) of any Seller under Title IV of ERISA or Section 412 or 430 of the Code or Section 302 or 303 of ERISA.
Employee Matters and Employee Benefit Plans. 7 12 (a) Schedule 3.9 contains a true and complete list of all of the employees of Krysxxx, xxch such employee's title or capacity in which employed, and such employee's annual salary or wages, and a complete list and summary of Krystal's employee benefit plans and any bonus compensation plans or policies. Except as set forth on Schedule 3.9, Krysxxx xx not a party to any collective bargaining agreement covering any of its employees.
